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ii. Redeemable in whole but not in part at the option of the Company, at any time on or after 10th January, 2010, if the closing price of shares (translated into US Dollars at the prevailing rate) for each of the 25 consecutive trading days immediately prior to the date upon which notice of redemption is given was at least 130% of the applicable early redemption amount divided by the applicable Conversion Ratio. iii. Redeemable on 11th January, 2011 at 139.729% of its Principal amount if not redeemed or converted earlier. The redemption premium of 39.729% payable on maturity of the bond if there is no conversion of the bond to be debited to Securities Premium account evenly over the period of 5 years from the date of issue of bonds. During the year, 30,000 FCC Bonds of USD 1000 each aggregating to USD 30 Million were redeemed on 11th January, 2011 on maturity. As of 31 March 2011 NIL FCC Bonds (2010-30,000) of USD 1000 each are outstanding. 13. National ECS facility (NECS): As per RBI notification,w.e.f from 1st October, 2009,the remittance of money through ECS is replaced by National Electronic Clearing Services (NECS) and banks have been instructed to move to the NECS platform. NECS essentially operates on the new and unique bank account number, allotted by banks post implementation of Core Banking Solutions (CBS) for centralized processing of inward instructions and efficiency in handling bulk transactions. In this regard, shareholders holding shares in electronic form are requested to furnish the new 10-digit Bank Account Number allotted to you by your bank, (after implementation of CBS), alongwith photocopy of a cheque pertaining to the concerned account, to your Depository Participant (DP). Please send these details to the Company/Registrars, only if the shares are held in physical form, immediately. If your bank particulars have changed for any reason, please arrange to register the NECS with the revised bank particulars. The Company will use the NECS mandate for remittance of dividend either through NECS or other electronic modes failing which the bank details available with Depository Participant will be printed on the dividend warrant. All the arrangements are subject to RBI guidelines, issued from time to time. Shareholders are advised to opt for payment of dividend through NECS. The salient benefits of receiving dividend payment through NECS amongst others may be listed as below: a) There are no clearing charges in the hands of the investor/recipient, the same are borne by the Company; b) Risk as to fraudulent encashment of the dividend warrants, loss/interception of dividend warrants in transit, are eliminated; c) The facility ensures instant credit of the dividend amount in the desired account which to the recipient, means effortless and speedier transaction and hassles as to revalidation etc are done away with; d) Once the payment is made through NECS Company issues intimation letters to the investors as to credit/payment of dividend, providing therein the details of the account and amount. Investors may download the NECS Mandate Form from the Company’s website and send the same duly filed in to registrars for updating of records. 14. Code for prevention of Insider Trading We have comprehensive guidelines on preventive Insider Trading. Our guidelines are in compliance with the SEBI guidelines on prevention of Insider Trading. 15. Investor Helpdesk: For clarifications/assistance, if any, please contact: Corporate Office Registrars & Transfer Agents Persons to contact Mr. Sanjay Chowdhary Mr. M. R. V. Subrahmanyam Address: Glenmark Pharmaceuticals Ltd Glenmark House, HDO Corporate Building, Wing A, B. D. Sawant Marg, Chakala, Karvy Computershare Pvt. Ltd. Plot No.17 to 24, Near Image Hospital, Vittalrao Nagar, Madhapur, Off. Western Express Highway, Andheri (E), Hyderabad - 500 081. Mumbai - 400 099. Telephone (022) 40189999 (040) 23420818-828 Fax No. (022) 40189986 (040) 23420814 E-mail webmaster@glenmarkpharma.com mrvs@karvy.com Website www.glenmarkpharma.com www.karvy.com Investor Redressal complianceofficer@glenmarkpharma.com - Declaration regarding affirmation of Code of Conduct In terms of the requirements of the amended Clause 49 of the Listing Agreement, this is to confirm that all the members of the Board and the senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31 March 2011. Place: Mumbai Date: 10 May 2011 Glenn Saldanha Chairman & Managing Director 46 GLENMARK PHARMACEUTICALS LIMITED
Certification by the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) on Financial Statements of the Company We, Glenn Saldanha, Chairman & Managing Director and R. V. Desai, Chief Financial Officer, of Glenmark Pharmaceuticals Ltd., certify that: (a) We have reviewed financial statements and cash flow statement for the year and that to the best of our knowledge and belief: i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. (b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining the internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. (d) We have indicated to the auditors and the Audit Committee: i) significant changes in internal control over financial reporting during the year; ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements: iii) during the year there were no instances of fraud which we have become aware. The management and its employees have a significant role in the Company’s internal control system. Glenn Saldanha Chairman & Managing Director Place: Mumbai Date: 10 May 2011 R. V. Desai Chief Financial Officer Annual Report 2010-2011 47
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